AMENDMENT NO. 1 TO THE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 5th, 2023 • New Mountain Guardian IV BDC, L.L.C. • New York
THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of January 25, 2023, by and among:
NEW MOUNTAIN GUARDIAN IV BDC, L.L.C. THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 6, 2023Limited Liability Company Agreement • December 6th, 2023 • New Mountain Guardian IV BDC, L.L.C. • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of NEW MOUNTAIN GUARDIAN IV BDC, L.L.C., a Delaware limited liability company (the “Fund”), is made and entered into as of December 6, 2023, by and among the Persons listed in the books and records of the Fund as Members of the Fund and by the Adviser (as defined herein). This Agreement amends and restates in its entirety the Second Amended and Restated Limited Liability Company Agreement of the Fund, dated as of June 10, 2022 (the “Second A&R Agreement”). Capitalized terms used herein without definition have the meanings specified in Section 1.1.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of May 3, 2022 (the “Effective Date”), by and among New Mountain Capital, L.L.C., a Delaware limited liability company (the “Licensor”), and New Mountain Guardian IV BDC, L.L.C., a Delaware limited liability company (the “Licensee”). The Licensor and the Licensee are sometimes referred to herein separately as a “party” and collectively as the “parties.”
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN New Mountain Guardian IV BDC, L.L.C. AND NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C.Investment Advisory and Management Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
This Agreement (this "Agreement") is made this 3rd day of May, 2022, by and between NEW MOUNTAIN GUARDIAN IV BDC, L.L.C., a Delaware limited liability company (the "Fund"), and NEW MOUNTAIN FINANCE ADVISERS BDC, L.L.C., a Delaware limited liability company (the "Adviser").
ADMINISTRATION AGREEMENTAdministration Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
This ADMINISTRATION AGREEMENT (“Agreement”) is made as of May 3, 2022 by and among New Mountain Guardian IV BDC, L.L.C., a Delaware limited liability company (the “Fund”) and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”). The Fund and the Administrator are sometimes referred to herein separately as a “party” and collectively as the “parties”.
TRANSFER AGENCY AND SERVICE AGREEMENTTransfer Agency and Service Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • Massachusetts
THIS AGREEMENT is made as of the 9th day of May, 2022, by and between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at One Lincoln Street, Boston, Massachusetts 02111 (“State Street” or the “Transfer Agent”), and NEW MOUNTAIN GUARDIAN IV BDC, L.L.C., a corporation organized and existing under the laws of the state of Delaware (the “Company”).
Loan Authorization Agreement Dated: May 9, 2022Loan Authorization Agreement • May 13th, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
The Fund referred to below has applied for, and BMO Harris Bank N.A. (the “Lender”) has approved the establishment of, a loan authorization account (“Loan Account”) from which the Fund may from time to time request loans in an aggregate amount of up to the maximum amount of credit shown below (the “Amount of Maximum Credit”). Interest on such loans is computed at a variable rate which may change daily based upon changes in the Prime Rate or the SOFR Quoted Rate (each hereinafter defined). The Fund may make principal payments at any time and in any amount without premium or penalty. The request by the Fund for, and the making by the Lender of, any loan against the Loan Account shall constitute an agreement between the Fund and the Lender as follows:
CUSTODY AGREEMENT dated as of April 22, 2022 by and between NEW MOUNTAIN GUARDIAN IV BDC, L.L.C. (“Company”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (“Custodian”)Custody Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • New York
This CUSTODY AGREEMENT (this “Agreement”) is dated as of April 22, 2022 and is by and between NEW MOUNTAIN GUARDIAN IV BDC, L.L.C. (and any successor or permitted assign), a Delaware limited liability company, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (or any successor or permitted assign acting hereunder), a national banking association, as custodian (in such capacity, along with any successor or permitted assign acting as custodian hereunder, the “Custodian”).
EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT New Mountain Finance Advisers BDC, L.L.C. 1633 Broadway, 48th Floor New York, New York 10019Limitation and Reimbursement Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C.
DESCRIPTION OF SECURITIESNew Mountain Guardian IV BDC, L.L.C. • March 10th, 2023
The following description is based on relevant portions of the Delaware Limited Liability Company Act and on our Limited Liability Company Agreement. This summary is not necessarily complete, and we refer you to the Limited Liability Company Agreement, as amended and restated on June 10, 2022 (the "Second A&R LLC Agreement") for a more detailed description of the provisions summarized below.
SERVICES AGREEMENTServices Agreement • July 1st, 2022 • New Mountain Guardian IV BDC, L.L.C. • Massachusetts
This Services Agreement (“Agreement”) dated and effective as of May 9, 2022, is by and between State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), and New Mountain Finance Administration, L.L.C., a Delaware limited liability company (the “Administrator”).
October 27, 2022New Mountain Guardian IV BDC, L.L.C. • November 1st, 2022 • New York
August 23, 2022New Mountain Guardian IV BDC, L.L.C. • August 25th, 2022 • New York
Re: NewMountain Guardian IV BDC, L.L.C. – Facility Increase Letter AmendmentNew Mountain Guardian IV BDC, L.L.C. • July 31st, 2023
Reference is hereby made to the Loan Authorization Agreement dated as of May 9, 2022, between New Mountain Guardian IV BDC, L.L.C., a Delaware limited liability company (the “Fund”), and BMO Harris Bank N.A. (the “Lender”) (as amended, restated, supplemented or otherwise modified prior to date hereof, the “Loan Agreement”). All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Loan Agreement.
ContractLoan Authorization Agreement • May 13th, 2024 • New Mountain Guardian IV BDC, L.L.C.
ContractLoan Authorization Agreement • November 13th, 2023 • New Mountain Guardian IV BDC, L.L.C.
